GeneDx (WGS) CFO sells shares to cover RSU tax obligations

Rhea-AI Filing Summary

GeneDx Holdings Corp. Chief Financial Officer Kevin Feeley reported routine equity compensation activity. On March 15–16, 2026, he exercised restricted stock units that converted into a total of 11,012 shares of Class A Common Stock at no cost.

On March 16, he then sold 5,706 shares of Class A Common Stock in multiple open-market transactions at weighted average prices in the mid‑$70s. According to the disclosure, these sales were made solely to cover tax withholding obligations under a “sell to cover” arrangement and were not discretionary.

After these transactions, Feeley beneficially owned 27,148 shares of Class A Common Stock and also held RSUs for up to 109,423 shares and options for up to 25,906 shares, all vesting according to their existing schedules.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Feeley Kevin

(Last) (First) (Middle)

C/O GENEDX HOLDINGS CORP.

333 LUDLOW ST., NORTH TOWER, 6TH FLOOR

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GeneDx Holdings Corp. [ WGS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/15/2026		M		3,815	A	$0(1)	25,657	D
Class A Common Stock	03/16/2026		M		7,197	A	$0(1)	32,854	D
Class A Common Stock	03/16/2026		S(2)		2,384	D	$76.3492(3)	30,470	D
Class A Common Stock	03/16/2026		S(2)		3,065	D	$77.0495(4)	27,405	D
Class A Common Stock	03/16/2026		S(2)		257	D	$77.9354(5)	27,148(6)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	03/15/2026		M			3,815	(7)	(7)	Class A Common Stock	3,815	$0	11,446	D
Restricted Stock Unit	(1)	03/16/2026		M			7,197	(8)	(8)	Class A Common Stock	7,197	$0	28,787	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon settlement for no consideration.

2. The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of RSUs. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.735 to $76.73 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote and in footnotes 4 and 5 of this Form 4.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.74 to $77.71 per share, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.75 to $78.16 per share, inclusive.

6. Following the reported sale undertaken to satisfy tax withholding liabilities, in addition to the 27,148 shares of Class A Common Stock beneficially owned by the Reporting Person, the Reporting Person held RSUs representing contingent rights to receive up to an aggregate 109,423 shares of the Issuer's Class A Common Stock and options to purchase up to an aggregate 25,906 shares of Class A Common Stock, which RSUs and options vest according to their respective terms.

7. 25% of the award vested or vests annually on the anniversary of the grant date, with the first tranche vested on March 15, 2026, subject to the Reporting Person's continued service to the Issuer on each vesting date. These RSUs do not have an expiration date; they either vest or are cancelled prior to the vesting date.

8. 6.25% of the total award vested or vests quarterly, with the first tranche vested on June 16, 2023, subject to the Reporting Person's continued service to the Issuer on each vesting date. These RSUs do not have an expiration date; they either vest or are cancelled prior to the vesting date.

	/s/ Bridget Brown, Attorney-in-Fact	03/17/2026
	** Signature of Reporting Person	Date
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FAQ

What did GeneDx (WGS) CFO Kevin Feeley report in this Form 4?

He reported exercising restricted stock units into 11,012 shares and selling 5,706 shares of GeneDx Class A Common Stock. The sales were tied to tax withholding obligations related to RSU vesting rather than discretionary trading.

How many GeneDx (WGS) shares did the CFO sell and at what prices?

He sold 5,706 shares of Class A Common Stock in several transactions. Weighted average prices ranged from about $75.735 to $78.16 per share, with detailed price ranges described for each sale block in the accompanying footnotes.

Were the GeneDx (WGS) share sales by the CFO discretionary trades?

No, the filing states the sales were executed to cover tax withholding obligations from RSU vesting. The transactions were part of a “sell to cover” arrangement and are characterized as non‑discretionary by the reporting person.

How many GeneDx (WGS) shares does the CFO hold after these transactions?

Following the tax‑related sales, he beneficially owned 27,148 shares of Class A Common Stock. He also held RSUs for up to 109,423 additional shares and options for up to 25,906 shares, which vest over time under existing terms.

What equity awards in GeneDx (WGS) remain outstanding for the CFO?

He held RSUs representing contingent rights to receive up to 109,423 shares of Class A Common Stock and options to purchase up to 25,906 shares. These awards vest on specified annual and quarterly schedules, conditioned on continued service.

How do the GeneDx (WGS) CFO’s RSUs vest over time?

One RSU award vests 25% annually on each grant‑date anniversary, beginning March 15, 2026. Another vests 6.25% quarterly, starting June 16, 2023. Both require continued service, and unvested units may be cancelled if conditions are not met.